Notification That Quarterly Report Will Be Submitted Late (nt 10-q)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



	OMB APPROVAL
	OMB Number: . . . . . . . 3235-0058
	Expires: October 31, 2018
UNITED STATES	Estimated average burden hours per response. . . . . . . . 2.50
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	SEC FILE NUMBER
	001-35958
FORM 12b-25
	CUSIP NUMBER
NOTIFICATION OF LATE FILING



(Check one):		o Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

		For Period Ended: September 30, 2016

		o Transition Report on Form 10-K

		o Transition Report on Form 20-F

		o Transition Report on Form 11-K

		o Transition Report on Form 10-Q

		o Transition Report on Form N-SAR

		For the Transition Period Ended: _________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

DIGITAL TURBINE, INC.

___________________________________________________________________________________________

Full Name of Registrant

____________________________________________________________________________________________

Former Name if Applicable

1300 GUADALUPE STREET, SUITE 302

____________________________________________________________________________________________

Address of Principal Executive Office (Street and Number)

AUSTIN, TX 78701

____________________________________________________________________________________________

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The conformed signatures on the signature page to the Quarterly Report on Form 10-Q for the period ended September 30, 2016 were inadvertently omitted from the report that was filed with the Securities and Exchange Commission on November 9, 2016.

PART IV — OTHER INFORMATION



(1)	Name and telephone number of person to contact in regard to this notification

Barrett Garrison		512	387-7717
(Name)		(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
			Yes ý No o

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			Yes ý No o

	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company incorporates by reference the information appearing under the heading “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” comparing operating results for the second quarter of fiscal 2017 to the second quarter of fiscal 2016 as contained in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2016.